Items to be Delivered by Seller at Closing. At Closing Seller agrees to deliver the following items to Purchaser. Drafts of all documents to be delivered at Closing as specified in this Agreement shall be prepared by Purchaser’s counsel and submitted to Seller for review and approval at least five (5) days prior to the Closing Date.
A. A duly executed Limited Warranty Deed, in the form attached hereto as Exhibit C and by this reference made a part hereof conveying to Purchaser or its assigns, fee simple title to the Property, using the legal description on Exhibit A hereto and subject only to the Permitted Exceptions. In the event the Survey legal description on Purchaser’s Survey of the Land differs from the legal description attached hereto as Exhibit A, then Seller shall also execute a quitclaim deed with the Survey legal description, in form acceptable for recording, of the type customarily used for commercial real estate transactions in the State of Georgia.
B. A duly executed affidavit in the form attached hereto as Exhibit D.
C. A duly executed Certification of Non-Foreign Status that pursuant to Section 1445 of the Internal Revenue Code, certifies Seller is not a foreign person, foreign corporation, foreign partnership, foreign trust or foreign estate or disregarded entity (as those terms are defined in the Internal Revenue Code and Income Tax Regulations), provided that if Seller cannot execute such Certification because Seller is a foreign person, Purchaser shall withhold such portion of the Purchase Price as is required by law.
D. An affidavit of Seller’s residence in accordance with O.C.G.A. §48-7-128.
E. A Bring-Down Certificate executed by Seller as specified in the penultimate paragraph of Article XII.
F. A General Assignment of all Seller’s right, title and interest in and to all permits and approvals affecting the Property and all other intangible property rights of Seller in the Property.
G. A duly executed IRS Form 1099-S, a duly executed Designation of Reporting Agent Agreement and a duly executed Transferor Identification Certificate.
H. Such evidence as is required by the Title Company to delete any and all security deeds encumbering the Land from the Commitment to be marked at Closing.
I. Such evidence as is reasonably required by the Title Company and the Purchaser evidencing the authority of Seller and those individuals acting on behalf of Seller to enter into this Agreement and consummate the transaction contemplated herein.
J. A Closing Statement evidencing the prorations ...
Items to be Delivered by Seller at Closing. At or before the Closing, Seller shall deliver to Purchaser the following, duly executed by Seller where appropriate:
(a) General Assignment, Xxxx of Sale and Assumption of Liabilities in the form of Exhibit A attached hereto (the “Xxxx of Sale”);
(b) Assignment and Assumption of Real Estate Leases in the form of Exhibit B attached hereto with respect to each Leased Real Property (the “Real Estate Lease Assignments”);
(c) Special Warranty Deed in the form of Exhibit C attached hereto with respect to each Owned Real Property (the “Special Warranty Deed”);
(d) original certificates of good standing, or comparable status, of Seller, issued by the Commonwealth of Virginia, dated no earlier than a date which is fourteen (14) calendar days prior to the Closing Date;
(e) an opinion of counsel for Seller in substantially the form attached hereto as Exhibit D;
(f) a certificate of Seller, executed by the President or any Vice President of Seller, certifying to Purchaser (a) that all the representations and warranties of Seller contained herein are true as of the Closing Date with the same effect as though made at such time, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true on and as of such earlier date, (b) that Seller has in all material respects performed or complied with the covenants and agreements required of Seller set forth in this Agreement to be satisfied by the Closing Date and (c) that all of the conditions contained in Article 6 have been satisfied except those, if any, waived in writing by Seller;
(g) a certificate of the corporate Secretary of Seller certifying to Purchaser (a) the incumbency of the officers of Seller on the Execution Date and on the Closing Date and bearing the authentic signatures of all such officers who shall execute this Agreement and any additional documents contemplated by this Agreement and (b) the due adoption and text of the resolutions of the boards of directors of Seller and of the shareholders of Seller, authorizing (i) the transfer of the Assets and Assumed Obligations by Seller to Purchaser and (ii) the execution, delivery and performance of this Agreement and all ancillary documents and instruments by Seller, and that such resolutions have not been amended or rescinded and remain in full force and effect on the Closing Date;
(h) Releases of liens and mortgages and UCC termination statements for any and all financing ...
Items to be Delivered by Seller at Closing. At Closing, Seller shall deliver to Purchaser: 1001. A duly executed limited warranty deed and quitclaim deed, in form acceptable for recording and acceptable to HUD, conveying the Land and the Improvements, subject only to the Permitted Title Exceptions.
Items to be Delivered by Seller at Closing. At or before the Closing, Seller shall deliver or cause to be delivered to Purchaser or Escrow Agent the following, duly executed by Xxxxxx and acknowledged where appropriate:
1.3.1 General Assignment, Bill of Sale and Assumption of Liabilities in the form of Exhibit 1.3.1 (the “Bill of Sale”);
1.3.2 Grant Deed in the form of Exhibit 1.3.2 (“Grant Deed”);
1.3.3 a certificate of the Chair of the Board of Directors of Seller certifying to Purchaser (a) the accuracy of the representations and warranties set forth in Article 2 hereof and compliance with Seller’s covenants set forth in this Agreement, (b) that, except as specifically set forth therein, all consents and approvals that Seller is required to obtain from any person, entity or Governmental Entity in connection with the consummation of the transactions contemplated by this Agreement as set forth in Schedule 2.3 have been obtained, and (c) that all of the conditions contained in Article 6 have been satisfied or waived. For purposes of this Agreement, the term “Governmental Entity” shall mean any (i) nation, state, county, city, town, village, district, or other jurisdiction of any nature; (ii) federal, state, local, municipal, foreign, or other government; (iii) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal); (iv) multinational organization or body; or (v) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature;
Items to be Delivered by Seller at Closing. At Closing Seller agrees to deliver the following items to Purchaser. Drafts of all documents to be delivered at Closing as specified in this Agreement shall be prepared by Purchaser’s counsel.
A. Title to the Land shall be conveyed by a limited warranty deed (herein called the “Deed”) which will (i) contain a limited warranty of title to the effect that Seller will warrant title to the Purchaser as against any claim by any person owning, holding or claiming by, through or under Seller, but not otherwise, and (ii) be subject only to those title exceptions contained on Exhibit B attached hereto and made a part hereof (herein called the “Permitted Exceptions”).
B. A Title Affidavit of Seller’s manager’s Chief Financial Officer and Secretary (in a form customarily utilized in Atlanta, Georgia) showing that all debts for labor and materials in respect of the Property have been paid in full and that there are no outstanding claims, suits, debts, liens or judgments against the Property, except for the Permitted Exceptions.
C. A FIRPTA Affidavit and an Affidavit of Seller’s Residence as respects O.C.G.A. §48-7-128.
D. An IRS form 1099, and a Designation of Reporting Agent and Transferor Identification form.
E. Such evidence as is required by the title insurance company (the “Title Company”) insuring the title to the Property for Purchaser as is required by the Title Company to delete any and all security deeds encumbering the Property from the title insurance commitment to be marked at Closing.
F. Such evidence as is required by the Title Company as to the authority of those acting on behalf of the Seller in connection with the transaction contemplated in this Agreement, which such evidence shall include a current certificate of existence from the Secretary of State of Georgia.
G. Any other documents referred to or specified in this Agreement.
Items to be Delivered by Seller at Closing. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
Items to be Delivered by Seller at Closing. At or before the Closing, Seller shall cause each Subsidiary to deliver to Purchaser the following, duly executed by Seller and such Subsidiary where appropriate:
Items to be Delivered by Seller at Closing. At or prior to the Closing, Seller, at its cost and expense, will deliver or cause to be delivered to the Buyer:
(a) A Cash Sale in the form attached hereto as EXHIBIT C for the real property described therein (the "CASH SALE"), executed by each Seller;
(b) Any affidavit or disclosure statement or certification as may be required under the laws of the State of Louisiana for the conveyance of the Property;
(c) An Assignment and Assumption Agreement in the form attached hereto as EXHIBIT D (the "ASSIGNMENT") for the permits and other items described therein, executed by Safeland and FEI; and
(d) A seller/owner affidavit and indemnity agreement substantially in the form attached hereto as EXHIBIT E regarding parties in possession, inchoate liens and gap matters, executed by each Seller;
(e) The Partnership Agreement, if applicable, in such form as mutually acceptable to Safeland and Blackwater; and
(f) Any other documents that are reasonably necessary to close the transaction contemplated by this Agreement.
Items to be Delivered by Seller at Closing. At the closing, Seller will perform all necessary to put Buyer in actual and complete possession and ownership of the assets, free of all liens, including providing the following documents: [ ] Deed for the real estate and any necessary accompanying documents [ ] bill of Sale for the [ ] equipment [ ] inventory [ ] miscellaneous assets. [ ] Assignment of [ ] trade names [ ] copyrights [ ] lease. [ ] Assignment of motor vehicle titles, [ ] All certificates of occupancy, licenses, tariff, permit, authorization, approval and applications, required by law or issued by any governmental authority having jurisdiction having jurisdiction over the assets. [ ] Release of all liens [ ] Consent of ny parties necessary to permit the sale. [ ] Consent of any third parties necessary to assign the contract to buyer. [ ] Evidence that all necessary corporate proceedings of Seller have been taken to authorize the transaction. [ ] Xxxxxx’s attorney’s opinion letter.
Items to be Delivered by Seller at Closing. At the Closing and subject to the terms and conditions herein contained, Seller shall deliver to Purchaser the following:
(a) a completed builder certification on United States Coast Guard Form CG-1261, identifying the Vessel by hull number, or such bills of sale (including United States Coast Guard Form CG-1340 bill xx sale for the Vessel), assignments, endorsements, certificates of title and other good and sufficient instruments and documents of conveyance and transfer in form reasonably satisfactory to Purchaser and its counsel as shall be necessary and effective to transfer and assign to, and vest in, Purchaser all of Seller's right, title and interest in and to the Vessel, including good and valid title in and to the Vessel; and
(b) all of the records, files, correspondence, legal opinions, rulings issued by governmental entities, and other documents, books, records, papers, files, office supplies and data belonging to Seller which are part of the Vessel and which are in the possession of Seller or its agents; provided, however, that Seller shall be entitled to retain, and permit Purchaser to copy, any records, files, correspondence of other materials necessary for ongoing or anticipated litigation involving Seller or as otherwise reasonably retained by Seller; and shall take all such steps as may be reasonably required to put Purchaser in actual possession and operating control of the Vessel as of the Closing.
